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EX-31 - CERTIFICATION - IFCI INTERNATIONAL CORP.exhibit31.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2012


Commission File Number: 333-151312


IFCI INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)


Nevada

26-2230717

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


#203, 201 Cree Place, Saskatoon, Saskatchewan Canada

S7K 2Z3

(Address of principal executive offices)

(Zip Code)


1-800-609-0775

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X]  Yes     [  ]  No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X]  Yes     [ ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  [X]  Yes     [  ]  No


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of May 15, 2012, there were 55,500,000 common shares issued and outstanding



1




PART I – FINANCIAL STATEMENTS


Item 1.  Financial Statements







IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)


Financial Statements (Unaudited)


For the Period from April 27, 2007

(Inception) to March 31, 2012



2






IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)


Index to the Financial Statements (Unaudited)


For the Period from April 27, 2007

(Inception) to March 31, 2012



Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011

4


Statements of Operations (Unaudited) for the three month periods

ended March 31, 2012 and 2011; and for the period from

April 27, 2007 (Inception) to March 31, 2012

5


Statements of Cash Flows (Unaudited) for the three month periods

ended March 31, 2012 and 2011; and for the period from April 27, 2007

(Inception) to March 31, 2012

6


Notes to the Financial Statements (Unaudited)

7-12



3




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Balance Sheets


 

 March 31, 2012

 December 31, 2011

 

(Unaudited)

 

 

 

 

 ASSETS

 $                     -

 $                     -

 Total assets

                        -

                        -

 

 

 

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 Current liabilities:

 

 

 Accounts payable

                8,055

              10,057

 Total current liabilities

                8,055

              10,057

 

 

 

 Stockholders' Deficit

 

 

 Common stock, par value $0.001, 450,000,000 shares authorized, 55,500,000 shares issued and outstanding

              55,500

              55,500

 Additional paid-in capital

              58,036

              50,061

 Deficit accumulated during the development stage

          (121,591)

          (115,618)

 Total stockholders' deficit

              (8,055)

            (10,057)

 

 

 

 Total liabilities and stockholders' deficit

 $                     -

 $                     -



See accompanying notes to the unaudited financial statements.



















4




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Statements of Operations (Unaudited)


 

 For the Three Month Period Ended March 31, 2012

 For the Three Month Period Ended March 31, 2011

 For the Period from April 27, 2007 (Inception) to
March 31, 2012

 

 

 

 

 Revenues:

 $                              -

 $                              -

 $                              -

 

 

 

 

 Operating expenses:

 

 

 

 Exploration costs

                                -

                                -

                          2,500

 Selling, general and administrative

                          5,973

                          4,797

                      119,091

 Operating loss before income taxes

                        (5,973)

                        (4,797)

                    (121,591)

 

 

 

 

 Income tax (expense) benefit

                                -

                                -

                                -

 

 

 

 

 Net loss available to common stockholders

 $                     (5,973)

 $                     (4,797)

 $                 (121,591)

 

 

 

 

 Basic and diluted loss per common share

 $                       (0.00)

 $                       (0.00)

 

 

 

 

 

 Weighted average shares outstanding

                 55,500,000

                 55,500,000

 



See accompanying notes to the unaudited financial statements.



5




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Statements of Cash Flows (Unaudited)


 

 For the Three Month Period Ended March 31, 2012

 For the Three Month Period Ended March 31, 2011

 For the Period from April 27, 2007 (Inception) to
March 31, 2012

 

 

 

 

 Cash flows from operating activities:

 

 

 

 Net loss

 $                    (5,973)

 $                    (4,797)

 $                (121,591)

 Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 Mining expense contributed by related party

                                -

                                -

                         2,500

 Change in operating liabilities:

 

 

 

 Increase (decrease) in accounts payable

                       (2,002)

                       (5,360)

                         8,055

 Net cash used in operating activities

                       (7,975)

                     (10,157)

                   (111,036)

 

 

 

 

 Cash flows from investing activities:

                                -

                                -

                                -

 Net cash provided by investing activities

                                -

                                -

                                -

 

 

 

 

 Cash flows from financing activities:

 

 

 

 Cash received from stock subscriptions receivable

                                -

                                -

                         9,250

 Contributed capital

                         7,975

                       10,157

                     101,786

 Net cash provided by financing activities

                         7,975

                       10,157

                     111,036

 

 

 

 

 Net increase in cash

                                -

                                -

                                -

 Cash at beginning of period

                                -

                                -

                                -

 Cash at end of period

 $                             -

 $                             -

 $                             -

 

 

 

 

 Supplemental Disclosures:

 

 

 

 Cash paid for interest

 $                             -

 $                             -

 $                             -

 Cash paid for income taxes

 $                             -

 $                             -

 $                             -


See accompanying notes to the unaudited financial statements.



6





IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Unaudited Financial Statements

For the Period from April 27, 2007 (Inception) to March 31, 2012


1)

ORGANIZATION


Formerly known as Adicus Energy Corporation, IFCI International Corporation (the “Company”) was incorporated on April 27, 2007 in the State of Nevada.  In October, 2007, the Company changed its name to Iron Head Mining Corporation.  In February, 2009, the Company changed its name to The Connect Corporation.  The Company’s headquarters are based in the city of Saskatoon, Saskatchewan Canada.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.


Formerly an exploration stage company that primarily engaged in the acquisition, exploration, and development of resource properties, the Company is currently a development stage company that seeks to identify organizations that have attained critical mass thresholds of members, affiliates, and customers with established electronic communication and delivery systems.  The Company provides value added benefits to these organizations that can significantly enhance the financial well-being through the cost effective electronic installation of the Net Savings Connection web based savings system.  To date, the Company’s activities have been limited to its formation, minimal operations, and the raising of equity capital.


DEVELOPMENT STAGE COMPANY

 

The Company is considered to be in the development stage as defined in ASC 915 “Accounting and Reporting by Development Stage Enterprises.”  The Company’s efforts have been devoted primarily to raising capital, borrowing funds and attempting to implement its planned, principal activities.



7




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Unaudited Financial Statements

For the Period from April 27, 2007 (Inception) to March 31, 2012


2)

SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES


The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses

during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.


CASH AND CASH EQUIVALENTS


Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had no cash and cash equivalents as of March 31, 2012 and December 31, 2011, respectively.


NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK


The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.


The following table sets forth the computation of basic and diluted earnings per share for the three month periods March 31, 2012 and 2011:







8




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Unaudited Financial Statements

For the Period from April 27, 2007 (Inception) to March 31, 2012


2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


 

 For the Three Month Period Ended March 31, 2012

For the Three Month Period Ended March 31, 2011

 

 

 

 Net loss

 $          (5,973)

 $          (4,797)

 

 

 

 Weighted average shares outstanding (Basic)

     55,500,000

     55,500,000

 Options

                      -

                      -

 Warrants

                      -

                      -

 

 

 

 Weighted average shares outstanding (Diluted)

     55,500,000

     55,500,000

 

 

 

 Net loss per common share (Basic and Diluted)

 $           (0.00)

 $           (0.00)


CONCENTRATIONS OF CREDIT RISK


The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.




9




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Unaudited Financial Statements

For the Period from April 27, 2007 (Inception) to March 31, 2012


2)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140,” SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.


Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-12 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.


3)

STOCKHOLDERS’ EQUITY


CAPITAL CONTRIBUTIONS


During the three month periods ended March 31, 2012 and 2011, the Company’s Assistant Secretary contributed $7,975 and $10,157, respectively.  These amounts represent payment on behalf of the Company of operating expenditures. As of March 31, 2012 and December 31, 2011 the Company’s Assistant Secretary has contributed $101,786 and $93,811, respectively.  This amount has been included in additional paid-in capital, totaling $58,036 and $50,061 as of March 31, 2012 and December 31, 2011, respectively.


4)

PROVISION FOR INCOME TAXES


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when




10




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Unaudited Financial Statements

For the Period from April 27, 2007 (Inception) to March 31, 2012


4)

PROVISION FOR INCOME TAXES (CONTINUED)


reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 718-740-20 to give effect to the resulting temporary differences which may arise from differences in the basis of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.  


Minimal development stage deferred tax assets arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry forwards totaling $121,591 and $115,618 as of March 31, 2012 and December 31, 2011, respectively, will begin to expire in 2027.  Accordingly, deferred tax assets of approximately $42,557 and $40,466 were offset by a valuation allowance for each respective year.


The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1, on April 27, 2007. As a result of the implementation of ASC 740-10-65-1, the Company recognized approximately no increase in the liability for unrecognized tax benefits.


The Company has no tax position as of March 31, 2012 and December 31, 2011 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties as of March 31, 2012 and December 31, 2011. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.



5)

GOING CONCERN AND LIQUIDITY CONSIDERATIONS


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of March 31, 2012, the Company has negative working capital of $8,055 and an accumulated deficit totaling $121,591.  The Company intends to fund operations through equity financing arrangements, which may be insufficient



11




IFCI International Corporation

(Formerly The Connect Corporation)

 (A Development Stage Company)

Notes to the Unaudited Financial Statements

For the Period from April 27, 2007 (Inception) to March 31, 2012


5)

GOING CONCERN AND LIQUIDITY CONSIDERATIONS (CONTINUED)


to fund its capital expenditures, working capital and other cash requirements for the next twelve months.


The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, successfully implementing its newly adopted business plan and realizing profitability, as well as recurring operating cash flows.  In response to these factors, management intends to raise additional funds through public or private placement offerings, and to expedite to the extent possible the implementation of its newly adopted business plan.


These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


6)

SUBSEQUENT EVENTS


The Company has evaluated its subsequent events from the balance sheet date through the date of this report and determined that there are no additional events to disclose.






12




Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


IFCI International Corp. is a Nevada corporation originally incorporated as Adicus Energy Corp. on April 27, 2007.  We changed our name on October 16, 2007, to Iron Head Mining Corporation.  On March 17, 2009, we filed a Certificate of Amendment changing our name to The Connect Corporation.  On December 31, 2011, we changed our name to IFCI International Corp.  We were previously in the business of mineral exploration and mining.  The Company changed its business plan earlier in 2012 and is currently focusing on additional business opportunities.


As of March 31, 2012, the Company had not generated any revenues.  Since inception, the Company had incurred expenses of $121,591, consisting primarily of exploration costs, selling, and general and administrative expenses.  For the three month period ended March 31, 2012, the Company had expenses of $5,973, compared to $4,797 for the same period in 2011.  


Over the next 12 months, it is expected that we will need approximately $50,000 to meet our expenses.  Expenses include legal and accounting fees, salaries and general and administrative expenses.  In order to develop its business plan, the Company will be required to raise capital through the sale of equity, the issuance of debt or a combination of both.  The failure to raise capital may result in curtailing the development of its business plan, or potentially the failure to continue the Company’s operations.

.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable.




13




Item 4.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based upon his evaluation as of September 30, 2011, he concluded that those disclosure controls and procedures are effective.


Internal Control over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2012, that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.


PART II – OTHER INFORMATION


Item 5.  Other Information


None.


Item 6.  Exhibits


The following exhibits are incorporated into this Form 10-Q Quarterly Report:


Exhibit No.

Description

3.1

Amended and Restated Bylaws

31.1

Certifications of Chief Financial Officer and Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

32.1

Certification of Chief Financial Officer and Principal Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Extension Calculation

101.DEF*

XBRL Taxonomy Extension Definition

101.LAB*

XBRL Taxonomy Extension Labels

101.PRE*

XBRL Taxonomy Extension Presentation

*  XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.



14




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


                                                                          IFCI INTERNATIONAL CORP.



Date May 16, 2012

/s/ Ken Waters

Ken Waters, Chairman, Principal Financial Officer, Principal Executive Officer

 




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